Black Widow's Little Friend
by Erincoffeeaddict
Summary: This is a crossover between the 'Avengers' and the classic 1963 movie 'It's a Mad, Mad, Mad, Mad World'.
1. Chapter 1

The whole mess began when an old man drove his 1957 Ford Fairlane off a highway near Palm Springs in Southern California, crashing and leaving him in grave condition. Five motorists stopped to help him and were informed about $350,000 buried in Santa Rosita State Park near the Mexican border under something called the "big W".

After the old man died, the five motorists returned to their vehicles and set off on an adventure to find the money. Whoever got there first would get the $350,000 all to themselves!

Among them was a dark-haired, rubbery-faced little man named Benjy Benjamin who was traveling with his friend Dingy Bell. The pair chartered an airplane to fly them to Santa Rosita but the pilot happened to be an alcoholic and abandoned the controls; going to fix himself a drink.

Benjy Benjamin tried to fly the plane but things got out of control and in the topsy turvey motions, the pilot fell and hit his head. He was out cold.

Now it was up to Benjy to land the plane. But he accidentally flew way, _way_ off course and after an hour of crazy, out-of-control flying the plane finally crashed.

Everything went black for awhile.

"Wh-Where am I?" Benjy awoke in a dark room. He didn't know where he was or how he got there. The last thing he could remember was the plane tumbling out of the sky and crashing into some unfamiliar territory. He tried to move but he couldn't. He was sitting in some kind of an armchair; legs strapped to a foot rest and wrists shackled to the arm rests. The feeling of immovability was scary. Benjy began calling for his buddy Dingy, but there was no answer.

Suddenly, he heard the click of boots in the distance, as if somebody were walking down a corridor. The footsteps got closer. It was coming his way, whatever or whoever it was.

Benjy started calling for help. Maybe if he get somebody's attention they would come in and save him. Then the footsteps stopped and there was complete silence for a moment. Benjy heard something like a door being unlocked and metal latch being lifted.

Then the door swung open, the sudden brightness blinding Benjy. He squinted and saw the silhouette of a woman standing in the doorway.

"Who are you? Where am I?" he asked.

The woman said nothing but stepped slowly into the room and locked the door shut behind her. A moment later, all the lights came on and Benjy squinted at first, but soon everything came into focus.

The lady was a redhead and she wore a black jumpsuit. She approached Benjy and grabbed his face in her hand. She looked him straight in the eye and he looked back, swallowing hard as a shiver of fear ran through his body.

"Who the hell are you and where are you from?" she asked, still holding his chin.

"Well, uh…you see, lady…My name is Benjy Benjamin and my pal Dingy and I were on our way to Las Vegas when we saw this guy go careening off the road in his car. He told us about $350,000 hidden under a "big W". So then we got on a plane with this pilot who drinks while he's flying. Ya know, it's no good to have an alcoholic pilot! Have you ever had one of those? Anyway, we were flying around in the sky when all of a sudden, this pilot Tyler Fitzgerald says 'hey, let's all have a drink! It's the only way to fly'. So he sends Dingy to get him some booze but then he wants more and more drinks! So he gets up to grab another one and leaves me to fly the plane. For awhile there, I really thought I was getting the hang of it. But then Tyler Fitzgerald falls over and conks his head on something, and so it's all up to me to land the plane! But instead of landing, we crashed and now here I am."

Black Widow glared at him for a long moment after he was done talking. She released his chin and looked away for a minute. "Tell me something," she said. "Do you what S.H.I.E.L.D is?"

A wide-eyed Benjy stared up at her, shaking his head innocently.

"Take a guess."

"Uh…is it like witchcraft? Because that's really frowned upon in some parts of the world. If you're a witch, you'd better be careful or one of these days you're gonna wake up with a noose around your neck!"

Black Widow chuckled and reached out to pinch his chubby cheek. "You're quite amusing, my little piglet."

"Uh, thanks," he replied, warily. "I guess…"

Then Widow grabbed a chair and dragged it across the floor, taking a seat beside Benjy's restrained feet.

"Now seriously," she said, suddenly frowning. "Tell me who are and why you came here in that…plane of yours."

"What did you do with Dingy?"

"Shut your mouth and answer the questions."

"Lady, I've already told you everything!"

Widow sniffed. "Trying to be tough I see. Well, don't even bother trying to stand up to me because I could crush you faster than a baby slug."

Benjy stammered, trying to think of a decent reply.

Black Widow began to examine her hostage, looking him over up and down. There was a slightly sinister smile on her face. She then took a hold of his left shoe and tugged it off. Then she removed his right shoe.

"What are you doing?" he asked, as she threw both shoes across the room.

Widow ignored his meek question and went on with her work. She grabbed both of his socks at the ankle and pulled on them slowly until they slid off his feet.

"Can you see where this is going?" she asked in a tone that sounded suspiciously playful.

Benjy gulped and looked at his bare feet, wiggling his toes in the cool air. He was still confused.

Widow smiled and reached into one of her pockets. "Mr. Benjamin…I'd like you to meet my little friend." With that, she produced a long, stiff white feather with a black tip.

Benjy's eyes filled with fear. If there was one thing he absolutely couldn't bear, it was to be tickled on his bare feet. He immediately resorted to begging and pleading but there was no changing the Black Widow's mind.

Widow lowered the feather to Benjy's feet. She let the tip of the feather just barely touch his heel.

He squeezed his eyes shut and bit down on his lip, shaking with held back laughter.

Widow decided to get more vicious. She began to make little swirling motions on his heel. This was too much for Benjy and he exploded with laughter.

"HAHAHAHAHAHAHAHAHA! OH PLEASE! HEEEHEHEHEHEHEHEHEHEHEEHEE! I CAN'T STAND IT! HAHAHAHAHAHAHAHAHAHA! DON'T TICKLE MY BARE FEET!" Benjy squealed.

Widow chuckled to herself. "Coochie coochie coo!" She cringed a bit. Those were words she certainly wasn't used to saying. But right now, it was the perfect time and place.

Benjy squealed with laughter as the feather swirled on both of his smooth, round heels. He struggled in his bonds, trying to pull his feet away but it was hopeless. His feet belonged to her now.

Widow continued tickling his heels. She used the feather on one heel and used her fingers to scribble on the other one.

"Feel like talking yet?"

"STOP TICKLING ME! HAHAHAHAHAHAHAHAHAHAHAHA! PLEASE STOP! EEEEHEHEHEHEEEHEHEEEHEHEEEHEHEE!"

"Not in a million years," came the reply.

Benjy arched his back and screamed like a girl when the feather began to stroke his insteps. He threw back his head and laughed hysterically. His face turned beet red and tears began to fall from his eyes.

Black Widow grinned wickedly. She had found a sweet spot.

"AAAAAAAAAAAAHHHAHAHAHAHAHAHAHAAHAHAHAHAHAAAAAAAAHAHAHAHAHAHAHAHAAAAAHAHAHAHAHAHA! NOOOOOOOO! PLEEEEEASE STOOOOOOOP! IT TICKLES TOO MUCH!" he screamed as he fought violently in his restraints.

After ten minutes of relentless tickling, Black Widow decided to give him a break. He was having trouble breathing. She considered ending the torment all together because she figured if he knew anything, then he probably would have talked by now.

However, she was having too much fun to stop and after giving him a short break, she resumed the tickle torture. She scratched his soles and drove the feather back and forth between his toes.

Benjy's tortured laughter filled the room once again. His head whipped from side to side as his feet had all out spasms.

"Poor little Benjy Wenjy," Widow teased him, now using the quill end of the feather to scribble on his soft insteps. "You can't take it, can you? Aww…you don't like my friend 'Madame Feather,' do you?"

Benjy was in absolute tickle hell. And her taunts weren't helping matters any. If only there was some way out. But there wasn't because he could tell that Widow was thoroughly enjoying every minute of the torture.

She swept the feather along the soles of his feet, while holding back his big toes to limit movement.

"NO PLEASE! AAAAAAAHAHAHAHAHAHAHAHAHAHAHAHAAAAAAHAHAHAHAHA! OOOOOOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHO! CUT IT OUT! HEEEEEEHEEHEEHEEEHEEEHEHEHEHEHEE! COME ON, LADY HAHAHAHAHHAHAHAHAHAHAHA Q-QUIT TICKLING ME!"

Still, Black Widow ignored his pleas and kept on tickling. She went on for another merciless fifteen minutes. But finally she stopped and let him catch his breath.

"W-Why?!" he asked, panting and sweat-drenched. "Why are you…doing this to me?"

Widow glanced down at the feather and twirled it around between her fingers. "Because I find it quite enjoyable."

"Well! It's not so enjoyable for _me!"_

"Yeah, I know."

"Please, don't tickle my feet anymore!" he pleaded. "My bare tootsies can't take it!"

Widow giggled. "Okay, I won't your feet anymore…I'll tickle your stomach instead."

"That's right, you'll tickle my – WHAT?! You can't do that! You wouldn't do that! Not my tummy!"

Widow had to stifle a laugh. "Your… _tummy?_ What are you, five years old?"

"Never mind!" he barked, slightly embarrassed by her comment.

Widow couldn't stop grinning. She had thoroughly disliked this man from the start but he was starting to grow on her now.

"Enough talk. Let's have a go at that…tummy." With that, she tore open his shirt and positioned herself over his pudgy midsection. Before he could protest any further, she was gliding the feather around in his belly button.

Benjy burst into shrieking laughter. Aside from his feet, this was his worst spot. He pleaded and begged through his hysterical laughs but Black Widow took no notice. She continued to attack it with the feather and also used her nails to pinch at it, driving poor Benjy to tears.

"OOOOOOOOOHHH HAHAHAHAHAHAHAHAHHAAHHAHAHAHAHAHAAHHAAHAAAAHAHAHAHA! PLEEEEEEEEEASE! NO MORE TICKLES! EEEEEHEEHEEHEHEHEHEHEHEEE! OH GOSH NOOOOOO!"

"You sure as hell have a lot of tickle spots, don't you?" she asked playfully. "You're ticklish on your feet…You're ticklish in your belly button. But where else are you ticklish? Let's see…how about here?" She dug her fingers into his bare ribs and tickled him there. Then she wormed her finger into his armpits.

Benjy's face turned redder than a beet and tears ran rivers down his cheeks. Sweat soaked his entire body. Just when he thought it couldn't get any worse, Widow stretched her arm towards his feet and tickled his soles with the feather, while tickling his bellybutton with the index finger of her other hand.

This only went on for about a minute or so. Widow didn't want to stop at all, but she was afraid he was going pass out if she didn't.

He was a panting, sobbing, giggling wreck when the tickling finally stopped. Widow took a rag and wiped some of the sweat and tears from his face.

Benjy looked at her with frightened eyes, wondering why this sadistic woman was showing any sympathy whatsoever.

"I'm not really a bad person," she said, if as somehow reading his mind. "But I believe everything you told me. There's no way you could have taken all that tickling and still lie to me."

"Okay…Okay, but what happened to Dingy?"

"We're keeping him in the next cell. He's fine."

"W-What's gonna happen to me now?" he wondered.

Black Widow curled her lips, thinking. "Well, I accept the fact that you're here by accident and you don't mean us any trouble. So I'll see what I can do about getting you out of here."

"Thank you,"

The End


	2. Chapter 2

When Black Widow woke up one morning, she knew right away that she was not fit to do any field work. She had an awful headache and aching muscles. She took some aspirin immediately but it didn't help very much. She had no appetite whatsoever and could barely see straight. She couldn't stop shivering. Feeling too weak to even get dressed, she remained in the loose T-shirt and shorts that she used as night clothes. She collapsed on her bed and wrapped herself in a blanket, but she couldn't get warm enough. Since she always kept herself in perfect physical condition, Widow found it hard to believe that she was sick. She absolutely hated the idea that she was so weak and helpless and vulnerable.

"I feel like shit," she said, weakly.

 _"You and me both, sister," said a voice._

 _Widow sat up quickly and glared at the chubby little man that she had grown accustomed to._

 _Benjy Benjamin smiled sheepishly and waved at her from the doorway._

 _"Hey, I don't remember giving you permission to enter my quarters. Didn't you ever learn how to knock?" she shouted._

"Of course I learned how to knock," Benjy replied, smirking. "I come from a whole school of hard knocks."

"Shut up and get out of my sight," Widow barked, as she grabbed her pillow and started to throw it at him. But then she gasped and clutched her forearms in pain. Her muscles were too weak and sore to even toss the pillow.

"Are you okay?" asked Benjy, moving towards her with caution. "You don't look good."

"Neither do you." she retorted.

"Your face is flushed."

Widow sighed and put her head back on the pillow, trying to make herself comfortable. "I think I have a fever…and it sucks."

Benjy pressed his hand against her forehead. "Gosh, you feel like you had your head in the oven."

"I knew it," Widow groaned. "I'm sick as a dog…and I bet I look like one too."

"No, you look beautiful," Benjy told her.

Widow smiled slightly. "You're a sweet little thing."

Benjy blushed and began rummaging through his pockets. Widow eyed him curiously as he searched for something. "What are you looking for?" she asked.

"A thermometer. Do you have one?"

"Of course not," Widow said, "I never thought I would need one. I've never been sick before."

Benjy thought for a moment. "Say, maybe one of the other Avengers has a thermometer. I'll go ask them. I'll be right back! And don't worry about a thing, Black Widow. I'll take good care of you!" With that, he ran out of the room.

Widow shook her head in disbelief. _Why does that stooge care so much about me? What did I ever do for him?_

By the time Benjy returned with a thermometer, Widow was fast asleep. She needed rest badly right now so Benjy didn't want to wake her up. He crept up beside her and tried to slip the thermometer into her mouth without waking her. But Widow was not a heavy sleeper and the second she sensed an intruder, she bolted upright and grabbed Benjy's arms. Her instincts told her that she dealing with trouble.

"Oh, it's just you," Widow said, "I didn't mean to startle you. I thought you were somebody else." 

"You just had a bad dream," Benjy replied, as he put the thermometer in her mouth.

After a minute, the thermometer beeped and Benjy pulled it out and looked at the number.

"Well? What's my temperature?"

"It's not good, hun. You're 103!"

"Come again? I don't believe you!" Widow swiped the thermometer to see the number for herself. She realized he was right.

Benjy brought her a pill and a glass of cold water and held it to her lips so she could drink it easily.

"Thanks," she muttered, wiping the dribbles from her chin.

Benjy sat loyally at her bedside and held her hand until she fell back asleep.

Black Widow stayed asleep for an hour.

She felt much better when she finally woke up. She felt quite refreshed. Her headache was gone and her muscles felt strong and replenished. Widow was happy to see that her fever had disappeared while she slept. She got out of bed and stretched. Now she wanted to thank Benjy for taking care of her.

But he was asleep in his chair and snoring softly. The poor little guy had dozed off while sitting at Widow's bedside.

Widow smiled warmly and knelt beside him, shaking him gently. "Come on, you. Wake up." She continued shaking him but he wouldn't wake up. So Widow decided to try something else.

She began poking his stomach with her index finger. Soon Benjy was squirming and giggling in his sleep. He pushed her hand away and covered his stomach with his arms. Then Widow grinned evilly and dug her fingers into his neck fat. This caused him to laugh hysterically and jump out of the chair.

"Now are you going to stay awake?!" Widow asked, still tickling his neck.

"YES! HAHAHAHAHAHAHA! PLEASE! DON'T TICKLE!" Benjy shrieked, trying in vain to push her hands away.

Widow laughed along with him. "I wanted to thank you for taking such good care of me. And _this_ is your reward!" With that, she threw him down on the bed and straddled him. She ignored his pleas and started tickling his stomach and bellybutton.

Benjy went berserk with laughter. Tears were soon falling down his cheeks. He knew how much Widow loved to take advantage of his ticklishness. He was used to being her hapless victim. But he was just happy that he had helped his new friend recover from her sickness.

The End


End file.
